Exhibit 10.1


 


HKN, INC.


EXECUTIVE RETENTION AGREEMENT


 


THIS
EXECUTIVE RETENTION AGREEMENT (the “Agreement”) is made
and entered into effective as of the 1st day of July, 2008 by and
between HKN, INC., a Delaware
corporation, whose principal office is 180 State Street, Suite 200,
Southlake, Texas 76092 (“the Company”)
and                         
an individual employee of the Company, whose home address is
                                                                        ,
(the “Employee”).


 


DECLARATIONS


 


WHEREAS, the Employee is, as of the Date hereof, in
the employ of the Company and is an executive officer of the Company on whom
the Company relies and whom the Company desires to retain in its employment;
and


 


WHEREAS, the Company
desires to provide Employee with assurances and inducements, conditioned as set
forth herein both to allow him [her] to maintain a focus on making decisions
and undertaking actions that are in the best overall interests of the Company
and to alleviate job security concerns; and


 


WHEREAS, the Company has determined and that a
proper inducement for the Employee to remain in the employ of the Company is to
provide certain retention payments; and


 


WHEREAS,
as further inducement for the Employee to remain in the employ of the
Company, the Company has determined to provide additional severance
consideration that would be paid by the Company to Employee should the Company
terminate Employee’s employment during the term of this Agreement.


 


NOW
THEREFORE, in consideration of the Employee’s acceptance of and
continued employment with the Company, both
parties hereto, the Company and the Employee, agree as follows:


 


AGREEMENT


 


1.             Retention
Payments:


 


a.             From the
Effective Date and through the Term of this Agreement, the Company shall pay to
the Employee quarterly payments of 
                      
each at the end of each of the Company’s fiscal quarters, with the first
payment due and payable to the Employee on September 30, 2008.


 


b.             To receive the
Retention Payment, Employee must have remained in the employ of the Company as
of the date of the respective payment date.


 

















 


2.             Additional Severance Upon Involuntary Termination:


 


a.             In the event that the Company involuntarily terminates or otherwise
determines to sever the employment relationship with the Employee during the
Term of this Agreement, then the Company will pay to Employee a sum of money,
IN ADDITION TO any and all severance pay and related compensation such Employee
is entitled to receive under the policies in effect by the Company on the date
of this Agreement, the additional amount of
                          
(hereinafter referred to as the “Additional Severance”).


 


b.             The payment of this Additional Severance will become due to the Employee
from the Company upon any event of involuntarily termination during the Term,
whether it be with or without cause, or an event of individual involuntary
termination or in connection with a layoff, office closing or forced
reduction.   Notwithstanding the
preceding sentence, any involuntary termination resulting from the Employee’s
wilful misconduct, fraud or criminal conduct shall relieve the Company from any
and all severance payment obligations to the Employee including, without
limitation, the Additional Severance described herein.


 


3.             Voluntary Termination:


 


In
the event that Employee elects for any reason to voluntarily terminate his/her
employment with the Company during the Term, then in such event Employee will
not be entitled to receive the Additional Severance and will be only entitled
to receive such severance and compensation benefits, if any, Employee may be
entitled to receive pursuant to the policies of the Company in effect as of
that date of voluntarily termination.  
Further Employee’s rights to any further Retention Payments shall
terminate without further action or notice from the Company.


 


4.          No Guaranty of Employment:


 


This
Agreement shall not constitute nor be construed nor interpreted as any
guarantee nor contract for continued employment of Employee with the Company,
any subsidiary or any successor company.


 


5.          Term of Agreement:


 


Unless
otherwise agreed to in writing by the parties hereto, this Agreement shall be
in effect    from the date first set
forth above and continuing for 18-months thereafter terminating on December 31,
2009 without further action of the parties. 
At the expiration of the Term this Agreement may be extended, modified
or renegotiated only upon the mutual written agreement of both parties.


 

















 


6.             Parties:


 


This
Agreement shall be binding on the parties hereto and shall further be binding
upon the successors, assigns, parent corporations or subsidiary corporations of
the Company, and shall further inure to the benefit of the heirs of
Employee.  Specifically, this Agreement
shall survive and be binding upon any successor entity that is the survivor,
successor, reorganized, affiliated or purchaser organization resulting from a
combination, restructuring, merger, sale or other reorganization of the
Company.


 


7.             Governing Law:


 


This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Texas, without giving effect to the
principles of conflicts of law thereof.


 


8.       Entire
Agreement:


 


This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof.


 


9.       Representations Contrary to this Agreement:


 


No
employee, officer, or director of the Company has the authority to alter, vary,
or modify the terms of this Agreement except by means of an authorized written
amendment to this Agreement.  No verbal
or written representations contrary to the terms of this Agreement and its
written amendments shall be binding upon this Agreement or the Company, nor may
any such representation be relied upon by Employee.


 


IN
WITNESS whereof this Agreement has been executed the day and year first above
written.


 


HKN, INC. (the Company)


 


 


	
  By:

  	
   

  	
   

  
	
  Name:
  

  	
  Mikel
  D. Faulkner

  
	
  Its:

  	
  President
  and Chief Executive Officer

  
				



 


 


(the Employee)